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CIRCULAR No. 03/2000/TT-BKH OF MARCH 2, 2000 GUIDING THE BUSINESS REGISTRATION ORDER AND PROCEDURES STIPULATED IN THE GOVERNMENT�S DECREE No. 02/2000/ND-CP OF FEBRUARY 3, 2000 ON BUSINESS REGISTRATION

In furtherance of Article 24 of the Government�s Decree No. 02/2000/ND-CP of February 3, 2000 on business registration, the Ministry of Planning and Investment hereby guides in detail the business registration order and procedures for enterprises and individual business households prescribed in this Decree as well as business registration forms, as follows:

I. BUSINESS REGISTRATION FOR ENTERPRISES OPERATING UNDER THE LAW ON ENTERPRISES

1. Business registration dossiers

a/ For private enterprises:

The business registration application, made according to form MD-1.

b/ For limited liability companies with two or more members:

- The business registration application, made according to form MD-2.

- The company charter, with the content specified in Clause 2, Article 10 of the Government�s Decree No. 03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Law on Enterprises.

- The list of members, made according to form MDS-1.

c/ For joint-stock companies:

- The business registration application, according to form MD-3.

- The company charter, with the content specified in Clause 3, Article 10 of the Government�s Decree No. 03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Law on Enterprises.

- The list of founding shareholders, according to form MDS-2.

d/ For one-member limited liability companies:

- The business registration application, according to form MD-4.

- The company charter, with the content specified in Clause 2, Article 10 of the Government�s Decree No. 03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Law on Enterprises.

e/ For partnerships:

- The business registration application, according to form MD-5.

- The company charter, with the content specified in Clause 4, Article 10 of the Government�s Decree No. 03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Law on Enterprises.

- The list of members, according to form MDS-3.

2. Business registration dossiers for enterprises conducting business lines that require certain legal capital or practicing certificates

a/ For enterprises conducting business lines that require certain legal capital, the business registration dossier prescribed in Clause 1 of this Section must be enclosed with the certification by the competent agency of the legal capital determined according to laws, ordinances and decrees on legal capital or a lawful certificate proving the enterprise�s capital.

b/ For enterprises conducting business lines that require practicing certificates as provided for in Clause 2, Article 6 of Decree No. 03/2000/ND-CP, the business registration dossier prescribed in Clause 1 of this Section must be enclosed with the valid copy(ies) of the practicing certificate(s) of:

- The private enterprise owner or the enterprise�s managing director, for private enterprises.

- One of the members of the board of members, or one of the members of the managing board, or the president or director (general director) of the company, or one of other key managerial posts defined in the company charter, for limited liability companies with two or more members.

- One of the members of the managing board, or the director (general director), or one of other key managerial posts defined in the company charter, for joint-stock companies.

- One of the members of the managing board, or the president or director (general director) of the company, or one of other key managerial posts defined in the company charter, for one-member limited liability companies.

- All partners, for partnerships.

3. Business lines inscribed in the business registration

Apart from the list of banned business lines prescribed in Article 3 of Decree No. 03/2000/ND-CP, the business lines are inscribed in the business registration as follows:

a/ For business lines that, according to laws, ordinances and decrees, require conditions, legal capital or practicing certificates, they shall be inscribed according to the business lines prescribed in such laws, ordinances and decrees.

b/ For other business lines, they shall be inscribed according to the list of national economic sectors issued together with Decision No. 143-TCTK/PPCD of December 22, 1993 of the General Director of Statistics.

c/ For business lines registered by enterprises, but not yet specified in the above-said lists, the business registration bureaus shall consult the concerned specialized management agency before inscribing the business lines in the enterprises� business registration certificates.

The business registration bureaus shall inform the Ministry of Planning and Investment and the General Department of Statistics of the names of these business lines.

4. Business registration order and procedures

a/ The enterprise founder compiles and submits a set of the business registration dossier prescribed for each type of enterprise mentioned in Clauses 1 and 2 of this Section to the provincial-level business registration bureau of the locality where the enterprise is headquartered.

The enterprise founder may assign his/her representative to submit the business registration dossier at the provincial-level business registration bureau.

b/ Upon receiving the business registration dossier, the provincial-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the dossier submitter.

c/ Within 15 days after receiving the dossier, the provincial-level business registration bureau grants the business registration certificate to the enterprise founder, which is made according to the form for each type of enterprise, MG-1, MG-2, MG-3, MG-4 or MG-5, if all the conditions specified in Clause 3, Article 8 of Decree No. 02/2000/ND-CP are met.

The provincial-level business registration bureau inscribes the number of the enterprise�s business registration certificate, which consists of 10 numerals, according to the following regulation:

- The first two numerals indicate the code of the province where the business registration certificate is granted, according to the codes of the provinces and centrally-run cities.

- The next two numerals indicate the type of the enterprise: private enterprises, code 01; limited liability companies with two or more members, code 02; joint-stock companies, code 03; one-member limited liability companies, code 04; partnerships, code 05.

- The six remaining numerals indicate the ordinal number of the enterprise making business registration in the province or centrally-run city granted to each type of enterprise.

d/ Where a dossier lacks one of the papers prescribed in Clauses 1 and 2 of this Section, or has a content declared insufficiently or inconsistently between the dossier�s papers; or the enterprise�s name is identical or confused with that of another enterprise of the same type already registered in the same province or centrally-run city; or the enterprise�s name fails to comply with the provisions at Points b, c and d, Clause 1, Article 24 of the Law on Enterprises, within seven days after receiving the dossier, the provincial-level business registration bureau must inform the enterprise founder of the content(s) required to be amended and/or supplemented and the mode of amending and supplementing the business registration dossier, according to form MTB-7.

5. Registration for setting up branches and representative offices

a/ Registration for setting up branches and representative offices in the provinces or centrally-run cities where the enterprises are headquartered:

- The concerned enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-1 to register the setting up of a branch or according to form MTB-2 to register the setting up of a representative office.

- When receiving the notice, the provincial-level business registration bureau must write a receipt according to form MTB-8 and hand it to the enterprise.

- Within seven days after receiving the notice, the provincial-level business registration bureau grants an operation registration certificate to the branch, according to form MG-7, an operation registration certificate to the representative office, according to form MG-8, if all the conditions specified in Clauses 1 and 3 of Article 9 of Decree No. 02/2000/ND-CP are met.

b/ Registration for setting up branches and representative offices in the provinces or centrally-run cities other than those where the enterprises are headquartered:

- The concerned enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where its branch or representative office is based according to form MTB-1 to register the setting up of a branch or according to form MTB-2 to register the setting up of a representative office. Such notice must be enclosed with a valid copy of the enterprise�s business registration certificate and a valid copy of the company charter, if the enterprise is a limited liability company, a joint-stock company or a partnership.

- Upon receiving the notice, the provincial-level business registration bureau of the locality where the enterprise�s branch or representative office is based must write a receipt according to form MTB-8 and hand it to the enterprise.

- Within seven days after receiving the notice, the provincial-level business registration bureau of the locality where the enterprise�s branch or representative office is based grants an operation registration certificate to the branch, according to form MG-7; an operation registration certificate to the representative office, according to form MG-8, if all the conditions specified in Clauses 1, 2 and 3 of Article 9 of Decree No. 02/2000/ND-CP are met.

- Within seven days after its branch or representative office is granted the operation registration certificate, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3, so that the latter can supplement the enterprise�s business registration dossier and inscribe such in the enterprise�s business registration certificate.

c/ When changing the address of its branch or representative office, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3, so that the latter can inscribe such change in the section on the certification of registration of changes in the enterprise�s business registration certificate; and also sends a notice thereon to the provincial-level business registration bureau of the locality where its branch or representative office is based so that the latter can grant a new operation registration certificate to the branch or representative office or inscribe such change in the section on the certification of registration of changes in the branch�s or representative office�s operation registration certificate.

d/ When terminating the operation of its branch or representative office, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where its branch or representative office is based so that the latter can withdraw such branch�s or representative office�s operation registration certificate; and at the same time to the provincial-level business registration bureau of the locality where it has made business registration so that the latter can inscribe such termination in the section on the certification of registration of changes in the enterprise�s business registration certificate.

e/ In cases where the enterprise sets up an overseas branch or representative office, within 15 days after it officially opens such branch or representative office, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration so that the latter can supplement the business registration dossier and inscribe such in the enterprise�s business registration certificate.

When changing the address or terminating the operation of its overseas branch or representative office the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration so that the latter can inscribe such in the section on the certification of registration of changes in the enterprise�s business registration certificate.

6. Registration of supplements and/or changes to business lines

a/ When a supplementing or changing a business line, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3.

- If the registered supplemented business line requires legal capital, there must be also the certification by the competent agency of the legal capital determined under the laws, ordinances or decrees which prescribe legal capital or a lawful certificate proving the enterprise�s capital.

- If the registered supplemented business line requires a practicing certificate, there must be also a valid copy of the practicing certificate required for each type of enterprise at Point b, Clause 2 of this Section.

b/ Upon receiving the notice, the provincial-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the enterprise.

c/ Within seven days after receiving the notice, the provincial-level business registration bureau inscribes such in the section on the certification of registration of changes in the business registration certificate granted to the enterprise, if all the conditions specified in Clause 1, Article 10 of Decree No. 02/2000/ND-CP are met.

7. Registration of change of the enterprise�s head office

a/ Registration of change of the enterprise�s head office within the province or centrally-run city where the enterprise has made business registration:

- The enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3.

- Upon receiving the notice, the provincial-level business registration bureau must write a receipt according to form MTB-8 and hand it to the enterprise.

- Within seven days after receiving the notice the provincial-level business registration bureau inscribes the new address in the section on the certification of registration of changes in the business registration certificate granted to the enterprise, if all the conditions specified in Clause 1, Article 11 of Decree No. 02/2000/ND-CP are met.

b/ Registration of change of the enterprise�s head office elsewhere outside the province or centrally-run city where the enterprise has made business registration:

- The enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3. At the same time it sends the notice to the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office, which is enclosed with the company charter and the list of its members, if the enterprise is a limited liability with two and more members, a list of founding shareholders, if it is a joint-stock company, or a list of its partner, if it is a partnership.

- The provincial-level business registration bureau of the locality where the enterprise has made business registration and the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office must write receipts according to form MTB-8 and hand them to the enterprise.

- Within fifteen days after receiving the notice the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office grants a new business registration certificate to the enterprise, given that the enterprise�s name is not identical or confused with that of another enterprise of the same type already registered within the same province or centrally-run city where the enterprise moves in.

- Where the enterprise�s name is identical or confused with that of another enterprise of the same type already registered within the same province or centrally-run city where the enterprise moves in, within seven days after receiving the notice, the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office must notify the enterprise thereof and guides the latter to select another name, according to form MTB-7.

- Within seven days after it is re-granted a business registration certificate, the enterprise must send a valid copy of this certificate and returns the previously-granted one to the provincial-level business registration bureau of the locality where the enterprise previously made business registration.

8. Registration of renaming of enterprises

a/ When changing its name, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where the enterprise has made business registration, according to form MTB-3.

b/ Upon receiving the notice, the provincial-level business registration bureau must write a receipt according to form MTB-8 and hand it to the enterprise.

c/ Within seven days after receiving the notice, the provincial-level business registration bureau inscribes the enterprise�s new name in the section on the certification of registration of changes in the enterprise�s business registration certificate if such name is not identical or confused with that of another enterprise of the same type already registered within the same province or centrally-run city and complies with the provisions at Points b, c and d, Clause 1, Article 24 of the Law on Enterprises.

d/ In cases where the enterprise�s new name is identical or confused with that of another enterprise of the same type already registered within the same province or centrally-run city, or it fails to comply with the provisions at Points b, c and d, Clause 1, Article 24 of the Law on Enterprises, within seven days after receiving the notice, the provincial-level business registration bureau must notify the enterprise thereof and guide the latter to select another name, according to form MTB-7.

9. Registration of change of the enterprise�s representative at law.

a/ Registration of change of the representative at law of a limited liability company or a joint-stock company:

- The company sends a notice thereon to the provincial-level business registration bureau where it has made business registration, according to form MTB-3.

Where a company conducts business lines that require a practicing certificate and its to-be-changed representative at law is the only person who hold such practicing certificate, the notice must be enclosed with the valid copy of the practicing certificate of the new representative at law.

- Upon receiving the notice, the provincial-level business registration bureau must write a receipt thereon according to MTB-8 and hand it to the company.

- Within seven days after receiving the notice, the provincial-level business registration bureau inscribes such in the section on the certification of registration of changes in the company�s business registration certificate.

b/ Registration of change of a partnership�s member:

- Where a partnership admits or expels a member, or a member withdraws from the company, it sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3.

Where a partnership conducts a business line that requires a practicing certificate and admits a new member, the notice must be enclosed with the valid copy of such member�s practicing certificate.

- Upon receiving the notice, the provincial-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the company.

- Within seven days after receiving the notice the provincial-level business registration bureau inscribes such in the section on the certification of registration of changes in the company�s business registration certificate.

10. Registration of change of the private enterprise owners� investment capital and the companies� charter capital

a/ When changing the private enterprise owner�s investment capital or the company�s charter capital, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3.

Where the enterprise conducts a business line that requires legal capital and registers for a decrease in the investment capital, if it is a private enterprise, or in the charter capital, if it is a company, the registered post-decrease capital level must not be lower than the legal capital level prescribed for such business line.

b/ Upon receiving the notice the provincial-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the enterprise.

c/ Within seven days after receiving the notice the provincial-level business registration bureau inscribes such in the section on the certification of registration of changes in the enterprise�s business registration certificate.

11. Registration of change of members of limited liability companies with two or more members, change of capital contributors of partnerships

- Where a limited liability company with two or more members changes its member(s) without affecting its type, or a partnership changes its capital contributor(s), it sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration, according to form MTB-3.

- Upon receiving the notice, the provincial-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the company.

- Within seven days after receiving the notice the provincial-level business registration bureau inscribes such in the section on the certification of registration of changes in the enterprise�s business registration certificate.

12. Notification on the enterprises� temporary cessation of operation

- At least fifteen days before temporarily ceasing its operation, the enterprise sends a notice thereon to the provincial-level business registration bureau of the locality where it has made business registration and the tax agency, according to form MTB-4.

- Upon receiving the notice, the provincial-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the enterprise.

13. Notification and archiving of business registration contents

Within seven days after granting a business registration certificate, certifying a change in business registration or withdrawing a business registration certificate of an enterprise, the provincial-level business registration bureau must send a copy of the business registration certificate, the written certification of a change in business registration or a notice on the withdrawal of the business registration certificate to the Ministry of Planning and Investment, the tax agency, the statistical office, the economic-technical branch-managing agency of the same level and the district-level business registration bureau of the locality where the concerned enterprise is headquartered.

After granting a business registration certificate, certifying a change in business registration, withdrawing a business registration certificate or receiving a notice on the temporary cessation of operation of an enterprise, the provincial-level business registration bureau inscribes the enterprise�s business registration contents in the business registration book kept at the business registration bureau.

II. BUSINESS REGISTRATION FOR INDIVIDUAL BUSINESS HOUSEHOLDS

1. Business registration order and procedures

a/ The individual or household�s representative submits the business registration application for proprietorial business household to the district-level business registration bureau of the locality where the business place is based, according to form MD-6.

Where the individual or household�s representative conducts a business line that requires a practicing certificate, the application must be enclosed with a valid copy of his/her practicing certificate.

b/ Upon receiving the business registration certificate, the district-level business registration bureau must write a receipt according to form MTB-8 and hand it to the applicant.

c/ Within seven days after receiving the application, the district-level business registration bureau of the locality where the individual business household bases its business place grants the business registration certificate to the individual business household according to form MD-6, if all conditions specified in Clause 3, Article 19 of Decree No. 02/2000/ND-CP are met.

d/ Where there are not enough papers prescribed at Point a of this Clause or a content declared insufficiently or the proprietorial business household�s name is identical with that of another individual business enterprise already registered in the same rural or urban district, within five days after receiving the dossier, the district-level business registration bureau must notify the content(s) to be amended and/or supplemented and the amending and supplementing mode to the business registration applicant, according to form MTB-7.

2. Business lines inscribed in the business registration

The business lines inscribed in the business registration of proprietorial business households shall comply with the provisions in Clause 3, Section I of this Circular.

3. Registration of change in the business registration contents

a/ When changing its business registration contents, the proprietorial business household sends a notice thereon to the district-level business registration bureau of the locality where it has made registration, according to form MTB-5.

Where an proprietorial business household switches to a new business line that requires a practicing certificate. The notice must be enclosed with a valid copy of the practicing certificate of the proprietorial or the household�s representative.

b/ Upon receiving the notice, the district-level business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the proprietorial business households.

c/ Within five days after receiving the notice, the district-level business registration bureau of the locality where the proprietorial business household has made registration inscribes such in the section on certification of changes in the individual business household�s business registration certificate.

d/ Where moving its business place to another rural or urban district, the proprietorial business household returns its business registration certificate to the district-level business registration bureau of the locality where it has made registration.

The proprietorial business household then proceeds with the business registration at the district-level business registration bureau of the locality where it bases its new business place.

e/ Where the proprietorial business household temporarily ceases its business operation for thirty days or more, it sends a notice thereon to the district-level business registration bureau of the locality where it has made registration and the direct managing tax agency, according to MTB-6.

Upon receiving the notice, the business registration bureau must write a receipt thereon according to form MTB-8 and hand it to the individual business household.

f/ When terminating its business operation, the proprietorial business household must return its business registration certificate to the district-level business registration bureau of the locality where it has made registration.

4. Notification and archiving of business registration contents

Within seven days after granting a business registration certificate, certifying a change in business registration or withdrawing a business registration certificate of a proprietorial business household, the district-level business registration bureau must send a copy of the business registration certificate, the written certification of a change in business registration or a notice on the withdrawal of the business registration certificate to the tax agency of the same level.

After granting a business registration certificate, certifying a change in business registration, withdrawing a business registration certificate or receiving a notice on the temporary cessation of operation, the district-level business registration bureau inscribes the proprietorial business household�s business registration contents in the business registration book kept at the business registration bureau.

III. IMPLEMENTATION PROVISIONS

This Circular takes effect 15 days after its signing. All the earlier provisions which are contrary to this Circular are now annulled.

In the course of implementation, any arising problems should be promptly reported to the Ministry of Planning and Investment for study, amendment and supplement.

Minister of Planning and Investment
TRAN XUAN GIA